IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION,

et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

ORDER (A) APPROVING BIDDING PROCEDURES, EXPENSE REIMBURSEMENT AND OVERBID PROTECTIONS IN CONNECTION WITH THE SALE OF CERTAIN OF THE ASSETS OF DEBTORS INTERIORS PLASTICS GROUP, (B) APPROVING THE FORM AND MANNER OF NOTICE, (C) SCHEDULING AN AUCTION AND SALE HEARING AND (D) APPROVING PROCEDURES FOR DETERMINING CURE AMOUNTS Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for the entry of an order: (i) approving the Bidding Procedures to sell certain of the assets of the Debtors Interiors Plastics Group; (ii) approving certain bid protections in connection therewith, including the Expense Reimbursement and the Overbid Protections; (iii) scheduling the Auction; (iv) scheduling the Sale Hearing; (v) approving the form and

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

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manner of notice of the Sale, the Bidding Procedures, the Auction and the Sale Hearing; (vi) establishing procedures, including procedures for determination of cure amounts, in connection with the assumption and assignment of executory contracts and unexpired leases; and (vii) granting other related relief [Docket No. 4408]; it appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and the Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; it appearing that notice of the Motion and the opportunity for a hearing on the Motion was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefor, THE COURT HEREBY FINDS THAT:3 A. The Debtors have articulated good and sufficient reasons for this Court to grant

the relief requested in the Motion regarding the sale process, including, without limitation, (i) approval of the Bidding Procedures and, under the circumstances described herein, the Expense Reimbursement, (ii) determination of final Cure Amounts in the manner described herein and (iii) approval and authorization to serve the Sale Notice. B. The Expense Reimbursement to be paid under the circumstances described herein

and in the Asset Purchase Agreement to the Proposed Purchaser is (i) an actual and necessary cost and expense of preserving the Debtors estates, within the meaning of sections 503(b) and 507(a)(2) of the Bankruptcy Code, (ii) commensurate to the real and substantial benefit conferred

The findings and conclusions set forth herein constitute the Courts findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

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upon the Debtors estates by the Proposed Purchaser, (iii) reasonable and appropriate, in light of the size and nature of the proposed sale transaction and comparable transactions, the commitments that have been made and the efforts that have been and will be expended by the Proposed Purchaser and (iv) necessary to induce the Proposed Purchaser to continue to pursue the sale transaction and to continue to be bound by the Asset Purchase Agreement. C. The Expense Reimbursement also induced the Proposed Purchaser to submit a bid

that will serve as a minimum floor bid on which the Debtors, their creditors and other bidders may rely. The Proposed Purchaser has provided a material benefit to the Debtors and their creditors by increasing the likelihood that the best possible price for the Purchased Assets will be received. The Proposed Purchaser proceeded in reliance on promises by the Debtors to seek this Order, and in the reasonable expectation that this Court would enter an order providing reasonable expense reimbursement and other appropriate protections. Accordingly, the Bidding Procedures and the Expense Reimbursement are reasonable and appropriate and represent the best method for maximizing value for the benefit of the Debtors estates. D. The Sale Notice (attached to the Motion as Exhibit E) is reasonably calculated to

provide all interested parties with timely and proper notice of the Sale, the Sale Hearing and the Auction. E. The Sale Notice, together with the Motion (to the extent such Motion seeks

approval of the sale transaction and the assumption and assignment of certain executory contracts and unexpired leases contemplated in the Asset Purchase Agreement), are reasonably calculated to provide all counterparties to the Assumed Agreements with proper notice of the potential assumption and assignment of their executory contracts or unexpired leases and any Cure Amounts relating thereto.

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IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. The portion of the Motion seeking entry of (a) the Bidding Procedures Order

(i) approving the Bidding Procedures, (ii) approving certain bid protections in connection therewith, including the Expense Reimbursement and the Overbid Protections, (iii) scheduling an the Auction, (iv) scheduling the Sale Hearing, (v) approving the notice of the proposed Sale, the Bidding Procedures, the Auction and the Sale Hearing and (vi) establishing procedures for determining cure amounts in connection with the potential assumption and assignment of certain executory contracts and unexpired leases is granted in its entirety. 2. The Bidding Procedures, substantially in the form of Exhibit D to the Motion, are

approved. The Debtors are authorized to take any and all actions necessary or appropriate to implement the Bidding Procedures. 3. The failure specifically to include or reference any particular provision, section or

article of the Bidding Procedures in this Order shall not diminish or impair the effectiveness of such procedure, it being the intent of the Court that the Bidding Procedures be authorized and approved in their entirety. 4. All objections to the relief requested in the Motion that have not been withdrawn,

waived or settled as announced to the Court at the hearing on the Motion or by stipulation filed with the Court, are overruled except as otherwise set forth herein. 5. approved. 6. The Sale Notice shall be served within five business days after the entry of this The Sale Notice, substantially in the form of Exhibit E to the Motion, is hereby

Order, upon the Core Group, the Primary Service List and the Affected Parties.

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7.

The Sale Notice shall, among other things, (a) identify the potential Assumed

Agreements, (b) specify the Cure Amounts necessary to assume and assign such Assumed Agreements in accordance with the Asset Purchase Agreement and (c) state that failure to timely object to the proposed assumption and assignment and/or the Cure Amount shall constitute deemed consent to such assumption and assignment and Cure Amount. 8. On or before ten business days after the entry of this Order, the Debtors shall

publish the Publication Notice, substantially in the form of Exhibit E to the Motion, in the National Edition of the Wall Street Journal and the Detroit Free Press and in such other publications as the Debtors and their advisors determine will promote the marketing and sale of the Purchased Assets. 9. As further described in the Bidding Procedures, the Debtors shall conduct the

Auction on May 14, 2007, if a Qualifying Bid (as defined in the Bidding Procedures) in addition to the Asset Purchase Agreement is timely received. 10. Section 4.6 of the Asset Purchase Agreement is approved in all respects. The

Expense Reimbursement is approved and enforceable in accordance with the terms of the Asset Purchase Agreement. The Expense Reimbursement shall constitute an administrative expense of the Debtors estates under section 503(b)(1) of the Bankruptcy Code. 11. The Expense Reimbursement shall be the exclusive remedy of the

Proposed Purchaser and its affiliates for any termination of the Asset Purchase Agreement pursuant to Section 4.6(d) of the Asset Purchase Agreement. 12. The rights of the Proposed Purchaser to the Expense Reimbursement shall all

survive rejection or breach of the Asset Purchase Agreement and shall be unaffected thereby.

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13.

The Debtors are authorized, without further action or order by the Court, to pay

the Expense Reimbursement in accordance with the terms and conditions of the Asset Purchase Agreement and this Order. 14. No person or entity, other than the Proposed Purchaser, shall be entitled to any

expense reimbursement, break-up fees, topping, termination or other similar fee or payment. 15. Any person wishing to submit a higher or better offer for all or substantially all of

the Debtors assets must do so in accordance with the terms of the Bidding Procedures. 16. The Proposed Purchaser shall constitute a Qualified Bidder (as defined in the

Bidding Procedures) for all purposes and in all respects with regard to the Auction, the Bidding Procedures and the Sale. 17. The Overbid Protections are approved and enforceable in accordance with the

terms of the Asset Purchase Agreement. 18. Except as may otherwise be agreed to by the parties to an Assumed Agreement, at

the Closing, the Debtors shall cure those defaults under the Assumed Agreements that have been assumed at the Closing that need to be cured in accordance with section 365(b) of the Bankruptcy Code, by payment of the Cure Amounts and/or providing adequate assurance of promptly paying the Cure Amounts. 19. If a counterparty to an Assumed Agreement does not (a) properly object to the

applicable Cure Amounts and/or adequate assurance of future performance by the Proposed Purchaser on or before 4:00 p.m. prevailing Eastern Time on May 11, 2007 (the Cure Objection Deadline), (b) set forth a specific default in any executory contract or unexpired lease and (c) claim a specific monetary amount that differs from the amount (if any) specified by the Debtors in the Sale Notice, the Court shall enter an order deeming the amount set forth in the

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Sale Notice to be the actual Cure Amount payable under section 365 of the Bankruptcy Code and forever barring such counterparty to an Assumed Agreement from objecting to adequate assurance of future performance if the Proposed Purchaser is the successful bidder and to the Cure Amounts and from asserting any additional cure or other amounts against the Debtors, their estates, and the Proposed Purchaser with respect to its executory contract(s) or unexpired lease(s). 20. Objections, if any, to the proposed assumption and assignment of the Assumed

Agreements, including, but not limited to, objections relating to the Cure Amount and/or adequate assurances of future performance, must (a) be in writing, (b) state with specificity the nature of such objection and the alleged Cure Amount (with appropriate documentation in support thereof), (c) comply with the Bankruptcy Rules and the Local Bankruptcy Rules of this Court and (d) be filed with this Court and served upon (so as to be received by) counsel for the Debtors on or before 4:00 p.m. prevailing Eastern Time on May 11, 2007. 21. Any party failing to timely file an objection to the Cure Amounts set forth in the

Sale Notice or the proposed assumption and assignment of the Assumed Agreements shall be forever barred from objecting to the Cure Amounts and from asserting any additional cure or other amounts against the Debtors, their estates, and the Proposed Purchaser with respect to its executory contract(s) or unexpired lease(s) and will be deemed to consent to the Sale and the proposed assumption and assignment of its executory contract(s) or unexpired lease(s). 22. Where a party to an Assumed Agreement files a timely objection asserting a

higher cure amount than the Cure Amount and the parties are unable to consensually resolve the dispute prior to the Sale Hearing, the amount to be paid under section 365 of the Bankruptcy Code with respect to such objection will be determined at the Sale Hearing or such other date

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and time as may be fixed by this Court. All other objections to the proposed assumption and assignment of the Assumed Agreements will be heard at the Sale Hearing. 23. The Sale Hearing will be conducted on May 17, 2007, at 9:30 a.m. prevailing

Eastern Time. The Debtors will seek the entry of an order of this Court at the Sale Hearing approving and authorizing the sale to the Proposed Purchaser or the highest and best offer at the Auction, as applicable, on terms and conditions consistent with the Asset Purchase Agreement, as may be amended and modified. The Sale Hearing may be adjourned or rescheduled without notice other than by an announcement of the adjourned date at the Sale Hearing. 24. Objections, if any, to the relief requested in the Sale Motion must: (a) be in

writing and filed with this Court; (b) comply with the Bankruptcy Rules and the Local Bankruptcy Rules for this Court; and (c) be served upon (such as to be received by) counsel for the Debtors on or before 4:00 p.m. prevailing Eastern Time on May 11, 2007. 25. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 26. Notwithstanding anything herein to the contrary or otherwise, nothing in the

Motion or this Order shall alter, modify or amend the Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. 361, 362, 363 and 364 dated July 28, 2005 [Docket No. 809] (the Final DIP Order). Any relief granted herein shall be subject to the terms and conditions of the Final DIP Order and the postpetition credit agreement referenced therein (the DIP Credit Agreement), and any and all

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proceeds obtained from the transactions contemplated by this Order shall be administered in accordance with the Final DIP Order and the DIP Credit Agreement. 27. Notwithstanding anything herein to the contrary or otherwise, nothing in the

Motion or this Order shall alter, modify or amend the Final Order Approving Customer Agreement Among the Debtors, Their Principal Customers and JPMorgan Chase Bank, N.A. and Related Relief [Docket No. 3890]. 28. The Debtors are hereby authorized to conduct the Sale without the necessity of

complying with any state or local bulk transfer laws or requirements. 29. The automatic stay provisions of section 362 of the Bankruptcy Code shall not

apply to the Proposed Purchasers rights to terminate the Asset Purchase Agreement in accordance with the terms thereof. 30. Any credit bid for equipment and related property shall not be a Qualified Bid (as

defined in the Bidding Procedures), if such bid would make the sale of the remainder of the property at the relevant plant(s) and the related business reasonably impracticable at what would otherwise by the highest and best terms available to the Debtors estates. 31. If the Debtors or any of their respective representatives supply any written

information regarding all or part of the Interiors Plastics Group to a potential bidder not heretofore given to the Proposed Purchaser, the Debtors shall further provide the Proposed Purchaser with a copy of such written information within twenty-four (24) hours of providing that information to any other potential bidder. Within twenty-four (24) hours of receipt, the Debtors shall provide the Proposed Purchaser with a notice of the receipt (by the Debtors or any of their respective representatives) of any bid, proposal, term sheet or expression of interest submitted for any asset or assets of the Interiors Plastics Group, the absence of which

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from the Purchased Assets (alone or in conjunction with other losses or offers) would constitute a Material Adverse Effect (as defined in the Asset Purchase Agreement). Within four (4) hours after the initial deadline for submission of competing bids, the Debtors shall provide the Proposed Purchaser (and all other Potential Bidders (each as defined in the Bidding Procedures) with a copy of every bid that either (a) the Debtors consider to be a Qualified Bid (as defined in the Bidding Procedures) for participation in the Auction or (b) is at such time still under consideration by the Debtors as a possible Qualifying Bid (as defined in the Bidding Procedures). 32. Nothing in this Order, including, without limitation, that portion of this Order

approving the form of the Asset Purchase Agreement, shall constitute a determination of the validity or efficacy of any proposed transfer or assignment of any insurance policy or any rights therein to which any of The Travelers Indemnity Company, St. Paul Surplus Lines Insurance Company and/or their affiliated companies (collectively, the Travelers Insurers), Continental Insurance Company, National Fire Insurance Company of Hartford (successor by merger to Transcontinental Insurance Company) and/or their affiliated companies (collectively, the Continental Insurers), Mt. McKinley Insurance Company (formerly known as Gibraltar Casualty Company) or Everest Reinsurance Company (formerly known as Prudential Reinsurance Company) and/or their affiliated companies (collectively, the Everest Insurers), any of the Certain Underwriters at Lloyds, London and Certain London Market Companies (collectively, the London Market Insurers) or Century Indemnity Company and/or its affiliated companies (collectively, the Century Insurers, and together with the Travelers Insurers, the Continental Insurers, the Everest Insurers and the London Market Insurers, the Insurers) is a party, and each of the Insurers respective rights concerning such proposed transfer or

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assignment are fully preserved. The Insurers objections to any Asset Purchase Agreement or proposed Sale Order shall be reserved for the hearing on the sale of certain of the assets of the Debtors' Interiors Plastics Group, and nothing in this Order shall be deemed to have explicitly or implicitly ruled on or determined any such objections. 33. Nothing in this Order shall foreclose or prejudice the rights of DaimlerChrysler

Company LLC, formally known as DaimlerChrysler Corporation, or its affiliates (collectively, DaimlerChrysler) (a) to assert that the Proposed Purchaser is not a Qualified Buyer (as such term is defined in the Customer Agreement), (b) with respect to repayment of (i) Cap-Ex Advances (as such term is defined in the Customer Agreement) or made by DaimlerChrysler or (ii) the Customer's Inventory (as such term is defined in the Customer Agreement) and (c) to object to the Sale, the Asset Purchase Agreement or the Sale Order; provided that all parties reserve their rights and defenses with respect thereto. 34. Nothing in this Order shall foreclose or prejudice the rights of General Motors

Corporation or its affiliates (collectively, General Motors) (a) to assert that the Proposed Purchaser is not a Qualified Buyer (as such term is defined in the Customer Agreement), (b) with respect to repayment of Cap-Ex Advances (as such term is defined in the Customer Agreement and that certain July 8, 2005 Customer Agreement among General Motors, the Debtors, the Lenders and certain other parties thereto) made by General Motors and (c) to object to the Sale, the Asset Purchase Agreement or the Sale Order; provided that all parties reserve their rights and defenses with respect thereto. 35. Nothing in this Order shall limit the right of Tri-Way Mold & Engineering to

object to any of the Sale, the Asset Purchase Agreement or the Sale Order.

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36.

Nothing in this Order shall limit the rights of Textron Financial Corporation

and/or its affiliates (collectively, Textron) to object to any of the Sale, the Asset Purchase Agreement, the Sale Order or the characterization of any agreements to which Textron and the Debtors or any of their respective affiliates are parties, or any parties' rights and defenses with respect thereto. 37. Nothing in this Order shall limit the rights of General Electric Capital Corporation

and/or its affiliates (collectively, GECC) to object to any of the Sale, the Asset Purchase Agreement or the Sale Order; provided all parties reserve their rights and defenses with respect thereto. Notwithstanding anything to the contrary in the Motion or this Order, GECC reserves its rights, if any, to credit bid for the Purchased Assets and all parties reserve their rights and defenses with respect thereto, including, without limitation, whether GECC may credit bid and whether the bid by GECC is a Qualified Bid; provided that all such rights and defenses of all parties shall be adjudicated by the Bankruptcy Court at the Sale Hearing, if at all. 38. This Order shall be binding upon and inure to the benefit of the Proposed

Purchaser and its affiliates, successors and assigns and the Debtors, including any chapter 7 or 11 trustee or other fiduciary appointed for the Debtors estates, whether in these cases, subsequent bankruptcy cases or upon dismissal of these cases or any subsequent bankruptcy cases. 39. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 40. The Debtors are authorized and empowered to take such steps, expend such sums

of money and do such other things as may be necessary to implement and effect the terms and requirements established in this Order.

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41.

The requirement set forth in Local Rule 9013-1(b) that any motion or other

request for relief be accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion or otherwise waived. 42. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062,

9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 43. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

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Signed on April 19, 2007 _ __ _/s/ Steven Rhodes _ _ Steven Rhodes 2. Chief Bankruptcy Judge 44.

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